EXTENSION AGREEMENT (Extension of Maturity Date Pursuant to Section 2.15 of the Credit Agreement)
EX-10.1 2 oksextensionagreement.htm OKS EXTENSION AGREEMENT Exhibit
Exhibit 10.1
EXTENSION AGREEMENT
(Extension of Maturity Date Pursuant to Section 2.15 of the Credit Agreement)
This EXTENSION AGREEMENT (this “Agreement”) dated as of January 29, 2016 (the “Extension Effective Date”) is entered into by and among ONEOK PARTNERS, L.P., a Delaware limited partnership (“Borrower”), ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Guarantor”), the undersigned Lenders (as defined in the Credit Agreement) (the “Consenting Lenders”), and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as hereinafter defined).
R E C I T A L S
A.Reference is made to the Amended and Restated Credit Agreement effective as of January 31, 2014 among the Borrower, the Administrative Agent and the Lenders (as modified by the Increase and Joinder Agreement dated as of March 10, 2015, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
B.This Agreement is being executed to evidence Borrower’s requested extension of the Maturity Date from January 31, 2019 to January 31, 2020 pursuant to Section 2.15 of the Credit Agreement (the “Extension”).
C.Each of the Consenting Lenders is entering into this Agreement in order to evidence its consent to the Extension.
NOW, THEREFORE, the parties hereto agree as follows:
1.Consent to Extension. Subject to the satisfaction of the conditions precedent set forth in Paragraph 2 below, each Consenting Lender hereby consents to the Extension, and effective as of the Extension Effective Date, the Maturity Date applicable to each Consenting Lender is January 31, 2020.
2.Conditions Precedent to Effectiveness. This Agreement and the Extension shall be effective as of the date hereof, provided that the Administrative Agent shall have received the following (a) counterparts of this Agreement, executed by the Borrower, Guarantor, and Lenders holding more than 50% of the Aggregate Commitments (calculated in accordance with Section 2.15 of the Credit Agreement), (b) a certificate of the Borrower dated as of the date hereof containing the certifications required by Section 2.15(f)(i) of the Credit Agreement, and (c) a fee in the amount separately agreed by the Borrower, for the account of each Consenting Lender.
3.Affirmation and Ratification of Loan Documents. The Borrower and Guarantor each hereby (a) ratifies and affirms each Loan Document to which it is a party (as modified by the Extension), (b) agrees that all of its obligations and covenants under each Loan Document to which it is a party shall remain unimpaired by the execution and delivery of this Agreement and the other documents and instruments executed in connection herewith, and (c) agrees that each Loan Document to which it is a party (as modified by the Extension) shall remain in full force and effect. This Agreement is a Loan Document.
4.Miscellaneous. (a) Headings and captions may not be construed in interpreting provisions; (b) this Agreement shall be governed by, and construed in accordance with, the law of the State of New York; and (c) this Agreement may be executed in any number of counterparts, and by the
different parties hereto on separate counterparts, with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document. Delivery of an executed signature page by facsimile or other electronic transmission shall be effective as delivery of a manual executed counterpart.
5.ENTIRE AGREEMENT. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[Signature Pages to Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
ONEOK, PARTNERS, L.P. | |
By: | ONEOK Partners GP, L.L.C., its sole general partner |
By: | /s/ Derek S. Reiners |
Derek S. Reiners Senior Vice President, Chief Financial Officer and Treasurer | |
ONEOK PARTNERS INTERMEDIATE LIMITED PARTNERSHIP | |
By: | ONEOK ILP GP, L.L.C., its sole General Partner |
By: | /s/ Derek S. Reiners |
Derek S. Reiners Senior Vice President, Chief Financial Officer and Treasurer | |
Signature Page to
Extension Agreement
CITIBANK, N.A., as Administrative Agent | ||
By: | /s/ Maureen Maroney | |
Name: Title: | Maureen Maroney Vice President | |
Signature Page to
Extension Agreement
CITIBANK, N.A., as a Lender, L/C Issuer and Swing Line Lender | ||
By: | /s/ Maureen Maroney | |
Name: Title: | Maureen Maroney Vice President | |
Signature Page to
Extension Agreement
BANK OF AMERICA, N.A., as a Lender and L/C Issuer | ||
By: | /s/ Adam H. Fey | |
Name: Title: | Adam H. Fey Director | |
Signature Page to
Extension Agreement
BARCLAYS BANK PLC, as a Lender and L/C Issuer | ||
By: | /s/ Marguerite Sutton | |
Name: Title: | Marguerite Sutton Vice President | |
Signature Page to
Extension Agreement
JPMORGAN CHASE BANK, N.A., as a Lender and L/C Issuer | ||
By: | /s/ Darren Vanek | |
Name: Title: | Darren Vanek Executive Director | |
Signature Page to
Extension Agreement
MIZUHO BANK, LTD., as a Lender and L/C Issuer | ||
By: | /s/ Leon Mo | |
Name: Title: | Leon Mo Authorized Signatory | |
Signature Page to
Extension Agreement
MORGAN STANLEY BANK, N.A., as a Lender and L/C Issuer | ||
By: | /s/ Melissa James | |
Name: Title: | Melissa James Authorized Signatory | |
Signature Page to
Extension Agreement
UBS AG STAMFORD BRANCH, as a Lender and L/C Issuer | ||
By: | /s/ Houssem Daly | |
Name: Title: | Houssem Daly Associate Director | |
By: | /s/ Kenneth Chin | |
Name: Title: | Kenneth Chin Director | |
Signature Page to
Extension Agreement
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and L/C Issuer | ||
By: | /s/ Nathan Starr | |
Name: Title: | Nathan Starr Portfolio Manager | |
Signature Page to
Extension Agreement
BRANCH BANKING AND TRUST COMPANY, as a Lender | ||
By: | /s/ Lincoln LaCour | |
Name: Title: | Lincoln LaCour AVP – Corporate Banking Associate | |
Signature Page to
Extension Agreement
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender | ||
By: | /s/ Nupur Kumar | |
Name: Title: | Nupur Kumar Authorized Signatory | |
By: | /s/ Gregory Fantoni | |
Name: Title: | Gregory Fantoni Authorized Signatory | |
Signature Page to
Extension Agreement
DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender | ||
By: | /s/ Ming K. Chu | |
Name: Title: | Ming K. Chu Vice President | |
By: | /s/ Yvonne Tilden | |
Name: Title: | Yvonne Tilden Director | |
Signature Page to
Extension Agreement
GOLDMAN SACHS BANK USA, as a Lender | ||
By: | /s/ Ryan Durkin | |
Name: Title: | Ryan Durkin Authorized Signatory | |
Signature Page to
Extension Agreement
PNC BANK, NATIONAL ASSOCIATION, as a Lender | ||
By: | /s/ Tom Byargeon | |
Name: Title: | Tom Byargeon Managing Director | |
Signature Page to
Extension Agreement
ROYAL BANK OF CANADA, as a Lender | ||
By: | /s/ Jim Allred | |
Name: Title: | Jim Allred Authorized Signatory | |
Signature Page to
Extension Agreement
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender | ||
By: | /s/ Stephan W. Warfel | |
Name: Title: | Stephen W. Warfel Managing Director | |
Signature Page to
Extension Agreement
U.S. BANK NATIONAL ASSOCIATION, as a Lender | ||
By: | /s/ John Prigge | |
Name: Title: | John Prigge Vice President | |
Signature Page to
Extension Agreement
SUMITOMO MITSUI BANKING CORPORATION, as a Lender | ||
By: | /s/ David Kee | |
Name: Title: | David Kee Managing Director | |
Signature Page to
Extension Agreement
BOKF, NA dba BANK OF OKLAHOMA, as a Lender | ||
By: | /s/ Linda J. Bridges | |
Name: Title: | Linda J. Bridges Vice President | |
Signature Page to
Extension Agreement
ARVEST BANK, as a Lender | ||
By: | /s/ Rick Gaut | |
Name: Title: | Rick Gaut SVP, Commercial Loan Manager | |
Signature Page to
Extension Agreement
